Common use of Highest Lawful Rate Clause in Contracts

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If If, in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”"UNQUALIFIED AMOUNT"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”"COMPENSATORY INTEREST PAYMENT") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less LESS all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.43.04) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the any Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the applicable Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansBank, together with the Fees fees and all other amounts payable hereunder under the Loan Documents to such Lender Bank, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Bank. If in with respect of to any Bank for any period during the term of this Agreement, any amount paid to any Lender hereundersuch Bank under the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderBank, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender Bank in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, then the Borrower Borrowers shall pay to such Lender Bank in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) subject to Section 2.2(c), such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the applicable Borrower shall pay to such Lender Lender, as interest and not in repayment of principal, in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower Borrowers shall pay to such Lender Lender, as interest and not in repayment of principal, in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, CVS Caremark Credit Agreement together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest in terest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed con strued to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPay ments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its the Loans, together with the Fees all fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.42.8(c)) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”"UNQUALIFIED AMOUNT"), then (i) notwithstanding anything to the contrary contained in Section 2.5, such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderLoans, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such the Lender in respect of such period an amount (each a “Compensatory Interest Payment”"COMPENSATORY INTEREST PAYMENT") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent CVS Health Corporation 2018 364-Day Year Credit Agreement period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Revolving Credit Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “Unqualified Amount”"UNQUALIFIED AMOUNT"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Revolving Credit Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”"COMPENSATORY INTEREST PAYMENT") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate rates (or any thereof) payable to any Lender on any of its the Loans, together with the Fees Facility Fee and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section paragraph 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderLoans, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower Company shall pay to such Lender the Lenders in respect of such period an amount (each a “"Compensatory Interest In- terest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.. (d)

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to any Lender on any of its the Loans, together with the Fees and all other amounts payable hereunder to such Lender under the Loan Documents, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderLoans, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such the Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees any fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.43.1(c)) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (xA) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (yB) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansBank, together with the Fees fees and all other amounts payable hereunder under the Loan Documents to such Lender Bank, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Bank. If in with respect of to any Bank for any period during the term of this Agreement, any amount paid to any Lender hereundersuch Bank under the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderBank, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender Bank in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower Company shall pay to such Lender Bank in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Credit Agreement ---------------- Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (xA) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (yB) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansBank, together with the Fees fees and all other amounts payable hereunder under the Loan Documents to such Lender Bank, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Bank. If in with respect of to any Bank for any period during the term of this Agreement, any amount paid to any Lender hereundersuch Bank under the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderBank, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender Bank in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, then the Borrower Parent shall pay to such Lender Bank in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “Unqualified Amount”"UNQUALIFIED AMOUNT"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”"COMPENSATORY INTEREST PAYMENT") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.. (d)

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be CVS Health Corporation 2017 364-Day Credit Agreement deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”20 "UNQUALIFIED AMOUNT"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”"COMPENSATORY INTEREST PAYMENT") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less LESS all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any Lender's Loans or in respect of its Loansany Reimbursement Obligation, together with the Fees and all other amounts payable hereunder to such Lender or the Issuer hereunder or with respect hereto, to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful RateRate with respect to such Lender or the Issuer, as the case may be. If in respect of any period during the term of this Agreement, any amount paid hereunder to any Lender hereunderor the Issuer, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interestinterest on a Loan of such Lender or Reimbursement Obligation of the Issuer, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable thereto during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of such Loan or Reimbursement Obligation, as the Loans of such Lendercase may be, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest on a Loan of such Lender or Reimbursement Obligation shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender or the Issuer, as the case may be, during such period, then the Borrower shall pay to such Lender or the Issuer, as the case may be, in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender or the Issuer, as the case may be, during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its the Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderLoans, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such the Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansBank, together with the Fees fees and all other amounts payable hereunder under the Loan Documents to such Lender Bank, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Bank. If in with respect of to any Bank for any period during the term of this Agreement, any amount paid to any Lender hereundersuch Bank under the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such LenderBank, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender Bank in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, then the Borrower Company shall pay to such Lender Bank in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Bank during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Revolving Credit Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Revolving Credit Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at At no time shall the interest rate payable to on the Loans of any Lender on any of its LoansLender, together with the Fees and all other amounts payable hereunder under the Loan Documents to such Lender Lender, to the extent the same constitute or are deemed construed to constitute interest, exceed the Highest Lawful RateRate applicable to such Lender. If in with respect of to any Lender for any period during the term of this Agreement, any amount paid to any such Lender hereunderunder the Loan Documents, to the extent the same shall (but for the provisions of this Section 3.4Section) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period (such amount being hereinafter referred to as an “"Unqualified Amount”"), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Revolving Credit Loans of such Lender, and (ii) if, if in any subsequent period during the term of this Agreement, all amounts payable hereunder under the Loan Documents to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “"Compensatory Interest Payment”") equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted by the Highest Lawful Rate applicable to such Lender during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts Amount less all other Compensatory Interest PaymentsPayments made in respect thereof.

Highest Lawful Rate. Notwithstanding anything to the contrary contained in this Agreement, at no time shall the interest rate payable to any Lender on any of its Loans, together with the Fees and all other amounts payable hereunder to such Lender to the extent the same constitute or are deemed to constitute interest, exceed the Highest Lawful Rate. If in respect of any period during the term of this Agreement, any amount paid to any Lender hereunder, to the extent the same shall (but for the provisions of this Section 3.4) constitute or be deemed to constitute interest, would exceed the maximum amount of interest permitted by the Highest Lawful Rate during such period (such amount being hereinafter referred to as an “Unqualified Amount”), then (i) such Unqualified Amount shall be applied or shall be deemed to have been applied as a prepayment of the Loans of such Lender, and (ii) if, in any subsequent period during the term of this Agreement, all amounts payable hereunder to such Lender in respect of such period which constitute or shall be deemed to constitute interest shall be less than the maximum amount of interest permitted by the Highest Lawful Rate during such period, then the Borrower shall pay to such Lender in respect of such period an amount (each a “Compensatory Interest Payment”) equal to the lesser of (x) a sum which, when added to all such amounts, would equal the maximum amount of interest permitted CVS Health Corporation 2015 Credit Agreement by the Highest Lawful Rate during such period, and (y) an amount equal to the aggregate sum of all Unqualified Amounts less all other Compensatory Interest Payments.